The obligations and authority of a community association’s president are often misunderstood by both directors and officers. The board of directors is responsible for the management of the business and the affairs of the corporation. The Condominium Act, specifically F.S. 718.103 (4) states the role of the board:

“Board of administration” or “board” means the board of directors or other representative body which is responsible for administration of the association.

The authority of officers involves a mixture of statutory and common (case) law principles. Florida statutes include Chapter 718 (condos) and 720 (HOA), and both FS 607 and 617 as applicable. Florida’s corporate and association statutes defer to the by-laws, in defining the role of officers of the corporation, as is consistent with Florida law. In the absence of such a bylaw provision, for example, F.S. 718.112 (2)(a)1 provides:

[T]he board of administration shall have a president, a secretary, and a treasurer, who shall perform the duties of such officers customarily performed by officers of corporations.

The president is usually a director (if required by the Bylaws) and has the authority for carrying out the board’s policies and directions. The board may delegate duties to the board president, such as routine day to day management. Corporate law does not give any officer unlimited authority. I have never seen bylaws granting a board president this power, and would question the enforceability of such a provision if it did exist. Instead, bylaws often defer to corporate law, expressly or implicitly, as to the president’s duties and powers. For example, bylaws may state that the President has “chief executive powers” and powers “incident to his office and which may be delegated to him from time to time by the Board of Directors.” In this example, the Bylaws implicitly defer to corporate law and expressly state the role of the Board in delegating powers to the president.

Major decisions such as taking legal action or authorizing large expenditures generally require a vote of the board. As one California association attorney aptly wrote in social media,

“HOA presidents are not the boss of their HOA. They call meetings and set agendas..but still are only one vote.”

This is as true in Florida as it is in California. As an officer, the president has a duty of care and loyalty to the association. This means she must perform due diligence, disclose information relevant to the decision making functions of the board of the association, and act in the interests of the corporation and not self-interest. As a director, the president should think and vote independently with all the information available to her. She ultimately must cooperate with and defer to decisions made by the majority of the board. Obviously there may be exceptions if the board is operating illegally, but those circumstances are not common. Usually, it is a disagreement based on personal opinions and conflicted interests.

Officers, including the president, serve at the pleasure of the board and at the board’s direction and as provided in the corporate bylaws. This is the case for both for-profit corporations as well as not-for-profit associations including condos and HOAs. If the by-laws do not grant the president special powers or duties to act without the consent of the majority of the board, she can’t do it. Granting one person unilateral or unlimited power would defeat the purpose of governance by a board of directors.

DONNA DIMAGGIO BERGER is a Shareholder with the law firm of Becker & Poliakoff. She has represented all types of shared ownership communities throughout Florida over the last two decades and has worked closely with the Legislature to shape the laws that govern private residential communities.

LISA MAGILL is a shareholder in Becker & Poliakoff's statewide Community Association Law practice group. She has been a leader of and active in various organizations dedicated to community association issues, especially outreach and education.

LINDSAY RAPHAEL a partner with Tripp Scott, focuses her practice on condominium and homeowners association matters, as well as property financing and transaction counsel to buyers, sellers, lenders and developers of residential and commercial real estate. She is a regular contributor to Condo Management Magazine.

JEAN WINTERS has focused on representation of both community associations and homeowners living in associations since 2006. She is a partner at Winters & Winters, P.A. The firm has more than 30 years of combined experience in real property law.

The information and materials on this blog are provided for general informational purposes only and are not intended to be legal advice. Being general in nature, the information provided may not apply to your specific factual or legal set of circumstances. No attorney-client relationship is formed nor should any such relationship be implied. Nothing on this blog is intended to substitute for the advice of an attorney. If you require legal advice, please consult with a competent attorney licensed to practice in your jurisdiction.